1. Term of Agreement. This Agreement for VoIP Services is for the initial period of 12 months from the date of execution of this agreement. This agreement will transition to a month to month term upon completion of the initial period. Either party may cancel this agreement upon thirty (30) days written notice after the completion of the initial period.
2. Early Termination. If Client terminates this Agreement, for any reason other than failure to perform the services outlined herein, before the initial period has been completed, Client agrees to pay an early termination fee of either $200 or 1 month’s service fee, whichever is greater.
3. Complete Agreement. This Agreement contains the entire Agreement between the parties hereto with respect to the matters covered herein. No other Agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of Logos IT Solutions Inc. by any of its employees or agents, or contained in any sales material or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this Agreement solely on the basis of the representation contained herein.
4. Conflict of Attachments. In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern.
5. Jurisdiction. The enforcement of this agreement shall be governed by the laws of the Province of Alberta.
6. Scope If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
7. Dispute Resolution. Any disputes that arise between the parties with respect to the performance of this agreement shall be submitted to binding arbitration by the Alberta Provincial Court, to be determined and resolved by said association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration. The final arbitration decision shall be enforceable through the courts of the Province of Alberta. If this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be binding and enforceable as if this section were not a part hereof.
(i) Notices to Provider should be sent to: [email protected]
(ii) Notices to Client should be sent to: CONTACT EMAIL ON FILE
9. Services Provided. Provider will provide the following Services under this agreement:
a. Provider agrees to provide telephony services utilizing Voice over IP technology, including E911 services (subject to E911 Terms and Conditions), Voicemail, Call Forwarding. Support will be provided for the above during regular office hours.
b. Regular Office Hours: Regular business hours are defined as 8:00 AM to 5:00 PM Monday through Friday excluding national holidays.
c. Extended Support/Installation Hours: Extended Office Hours shall consist of any hours worked by Provider outside of the period defined as “Regular” Office Hours. This includes weekends, the period 5:00 PM to 8:00 AM during weekdays, and all holidays.
10. Additional Work. After receipt of an order that adds to the Services, Provider may take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay Provider for such action and expenditure as set forth in the Agreement.
11. Cost of Services.
a. Official Quote submitted to Client by Provider and accepted by Client shall be attachment A of this agreement and authoritative as to initial pricing of services. Service changes as requested in writing via email or other traceable medium shall add or subtract from this quote as necessary.
b. All remote/over the phone support of the service during office hours will be included in the service pricing.
c. All onsite support for the service will be provided as required and provided at a rate of $65 per hour with a 1 hour minimum.
d. All Extended Support Hours, as defined in this Agreement, will be provided at a rate of $65 per hour, with a 0.5 hour minimum.
e. These rates are subject to change, subject to a thirty (30) day written notice.
12. Confidential Information. Each Party hereto (“Such Party”) shall hold in trust for the other Party (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of Such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets, or business affairs, but does not include information which is generally known or easily ascertainable by nonparties of ordinary skill in the specific business interests of either Party.
13. Non-Solicitation of Employees. During the term of this agreement and for a period of twelve (12) months thereafter, Client agrees not to solicit, recruit, or employ any employee of Provider without the prior written consent of the President or Chief Executive Officer of Provider. Provider hereby agrees that it will not solicit, hire, or retain, in any capacity whatsoever any of Client’s employees without written consent from Client.
14. Liability. Provider warrants to Client that the services to be delivered or rendered under this Agreement will be of the kind and quality designated and will be performed by qualified personnel.
Provider offers no guarantees or warranties, express or implied, as to service availability and functionality during any phase of its services and makes no guarantees or warranties, expressed or implied, regarding the ability to resolve service or telephony issues. Provider makes no other warranties, whether written, oral or implied, including without limitation warranty of fitness for purpose of merchantability. In no event shall Provider be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Provider in advance or could have been reasonably foreseen by Provider.
E911 services are subject to the E911 Terms and Conditions & Limitations of Liabilities as seen here.
a) Client agrees to purchase services for the Initial Term of this Agreement (Initial Period).
b) Client agrees to pay all invoices prior to or on due date using agreed upon payment methods.
c) All invoices to Client shall be due within 15 days.
d) Services are billed in advance. The invoice on the 1st of the month is for services of that month.
e) Any overages or additional fees will be added to the following months invoice.
f) Any unpaid sums over 30 days old that are not in dispute shall bear interest at the rate of 2.5% percent per month.
g) Accounts that are 45 days past due will be suspended until payment is received. Notification will be sent 15 days prior to suspension.
h) Accounts over 90 days past due will be considered terminated and accounts closed. Remaining balances will be sent to collections at such time.
i) Costs of collection including reasonable attorney’s fees shall be borne by the Client.
j) There is a 1-hour minimum charge for all onsite visits for services not covered by an agreement. There is a 0.5-hour minimum charge for remote support services outside of Regular Office Hours not covered by a separate managed services agreement.